Fair Value Measurement | Fair Value Measurement Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy defines a three-level valuation hierarchy for classification and disclosure of fair value measurements as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. There has been no movement between Level 1 and Level 2 or between Level 2 and Level 3 from December 31, 2021, to September 30, 2022. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Debt Derivative Liabilities The Debt Derivative Liabilities are measured using a ‘with and without’ valuation model to compare the fair value of the Company's financing agreement with Oberland Capital including the identified embedded derivative features and the fair value of a plain vanilla note with the same terms. The fair value of the Oberland Facility including the embedded derivative features was determined using a probability-weighted expected return model based on four potential settlement scenarios for the Oberland Facility due to (a) a 5% probability of a mandatory prepayment event of the Oberland Facility on December 31, 2023; (b) a 15% probability of a mandatory prepayment event of the Oberland Facility on March 31, 2026; (c) a 5% probability of the prepayment of the Oberland Facility at the Company’s option on December 31, 2025; and (d) a 75% probability that the Oberland Facility will be held to its scheduled maturity dates in accordance with the terms of the debt agreement. The estimated settlement value of each scenario, which would include any required make-whole payment, is then discounted to present value using a discount rate that is derived based on the initial terms of the Oberland Facility at issuance and corroborated utilizing a synthetic credit rating analysis. The significant inputs that are included in the valuation of the Debt derivative liability - first tranche include: September 30, 2022 December 31, 2021 Input Remaining term (years) 4.75 years 5.5 years Maturity date June 30, 2027 June 30, 2027 Coupon rate 9.5% - 12.3% 9.5 % Revenue participation payments Maximum each year Maximum each year Discount rate 14.7% (1) 10.72% (1) Probability of mandatory prepayment before 2024 5.0 % (1) 5.0 % (1) Estimated timing of mandatory prepayment event before 2024 December 31, 2023 (1) December 31, 2023 (1) Probability of mandatory prepayment 2024 or after 15.0 % (1) 15.0 % (1) Estimated timing of mandatory prepayment event 2024 or after March 31, 2026 (1) March 31, 2026 (1) Probability of optional prepayment event 5.0 % (1) 5.0 % (1) Estimated timing of optional prepayment event December 31, 2025 (1) December 31, 2025 (1) (1) Represents a significant unobservable input The significant inputs that are included in the valuation of the Debt derivative liability - second tranche include: September 30, 2022 December 31, 2021 Input Remaining term (years) 5.75 years 6.5 Maturity date June 30, 2028 June 30, 2028 Coupon rate 9.5% - 12.3% 9.5% Revenue participation payments Maximum each year Maximum each year Discount rate 18.3 % (1) 13.21 % (1) Probability of mandatory prepayment before 2024 5.0% (1) 5.0% (1) Estimated timing of mandatory prepayment event before 2024 December 31, 2023 (1) December 31, 2023 (1) Probability of mandatory prepayment 2024 or after 15.0% (1) 15.0% (1) Estimated timing of mandatory prepayment event 2024 or after March 31, 2026 (1) March 31, 2026 (1) Probability of optional prepayment event 5.0% (1) 5.0% (1) Estimated timing of optional prepayment event December 31, 2025 (1) December 31, 2025 (1) (1) Represents a significant unobservable input The following table presents the financial assets and liabilities that the Company measured at fair value on a recurring basis as of September 30, 2022, classified in accordance with the fair value hierarchy (in thousands): Fair Value Measurements Using (Level 1) (Level 2) (Level 3) Total Assets: Money market funds $ 7,610 $ — $ — $ 7,610 U.S. government securities 22,874 — — 22,874 Commercial paper — 15,918 — 15,918 Total assets $ 30,484 $ 15,918 $ — $ 46,402 Liabilities Debt derivative liabilities — — 4,407 4,407 Total liabilities $ — $ — $ 4,407 $ 4,407 The following table presents the financial assets and liabilities that the Company measured at fair value on a recurring basis as of December 31, 2021, classified in accordance with the fair value hierarchy (in thousands): Fair Value Measurements Using (Level 1) (Level 2) (Level 3) Total Assets: Money market funds $ 22,012 $ — $ — $ 22,012 U.S. government securities 12,081 — — 12,081 Commercial paper — 39,249 — 39,249 Total assets $ 34,093 $ 39,249 $ — $ 73,342 Liabilities Debt derivative liabilities $ — — $ 5,562 $ 5,562 Total liabilities $ — $ — $ 5,562 $ 5,562 The changes in Level 3 liabilities measured at fair value on a recurring basis for the three and nine months ended September 30, 2022, were as follows (in thousands): Three Months Ended September 30, 2022 Beginning Balance, July 1, 2022 $ 4,876 Change in fair value included in net loss (469) Ending Balance, September 30, 2022 $ 4,407 Nine Months Ended September 30, 2022 Beginning Balance, January 1, 2022 $ 5,562 Change in fair value included in net loss (1,155) Ending Balance, September 30, 2022 $ 4,407 The changes in Level 3 liabilities measured at fair value on a recurring basis for the three and nine months ended September 30, 2021, were as follows (in thousands): Three Months Ended September 30, 2021 Beginning Balance, July 1, 2021 54,439 Change in fair value of Oberland Facility (826) Change in fair value of debt derivative 46 Ending Balance, September 30, 2021 $ 53,659 Nine Months Ended September 30, 2021 Beginning Balance, January 1, 2021 $ 39,352 Addition of Oberland Facility - second tranche 13,827 Addition of debt derivative - second tranche 1,173 Change in fair value of Oberland Facility (845) Change in fair value of debt derivative 152 Ending Balance September 30, 2021 $ 53,659 The fair value of cash, restricted cash, accounts receivable, accounts payable and accrued expenses approximate the carrying values because of the short-term nature of these instruments. The Oberland Facility is classified as Level 3 within the fair value hierarchy. The carrying value and estimated fair value of the Oberland Facility were $45,487 and $49,392 at September 30, 2022, and $45,325 and $52,605 at December 31, 2021, respectively. See "Note 8 - Long-Term Debt, Net of Debt Discount and Financing Fees." |